0000912057-01-534599.txt : 20011010 0000912057-01-534599.hdr.sgml : 20011010 ACCESSION NUMBER: 0000912057-01-534599 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011003 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATIONERS INC CENTRAL INDEX KEY: 0000355999 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 363141189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10653 FILM NUMBER: 1753028 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 8476995000 MAIL ADDRESS: STREET 1: 2200 E GOLF ROAD STREET 2: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATIONERS SUPPLY CO CENTRAL INDEX KEY: 0000945633 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 362431718 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-59811 FILM NUMBER: 1753029 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 7086995000 MAIL ADDRESS: STREET 1: 2200 E GOLF ROAD STREET 2: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 8-K 1 a2060641z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 5, 2001 (OCTOBER 3, 2001) UNITED STATIONERS INC. (Exact name of Registrant as specified in charter) DELAWARE 000-10653 36-3141189 (State or other jurisdiction (Commission file number) (I.R.S. employer of incorporation) identification no.) UNITED STATIONERS SUPPLY CO. (Exact name of Registrant as specified in charter) ILLINOIS 33-59811 36-2431718 (State or other jurisdiction (Commission file number) (I.R.S. employer of incorporation) identification no.) 2200 EAST GOLF ROAD DES PLAINES, ILLINOIS 60016-1267 (Address of Principal Executive Offices) (Zip Code) Registrants' telephone number, including area code: (847) 699-5000 _____________________ UNITED STATIONERS INC. AND UNITED STATIONERS SUPPLY CO. ITEM 5. OTHER EVENTS United Stationers Inc. reported preliminary sales and earnings for the three months ended September 30, 2001. The company also announced that its board of directors has approved a restructuring plan. In addition, Kathleen S. Dvorak has been named senior vice president and chief financial officer, replacing Timothy J. Feeheley. ITEM 7. EXHIBITS Exhibit 99.1 Press release issued by the Company on October 3, 2001. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. United Stationers Inc. United Stationers Supply Co. Dated: October 5, 2001 By: /s/ KATHLEEN S. DVORAK ------------------------------- Kathleen S. Dvorak Senior Vice President and Chief Financial Officer EX-99.1 3 a2060641zex-99_1.txt PRESS RELEASE EXHIBIT 99.1 Kathleen S. Dvorak Senior Vice President and Chief Financial Officer or Randall W. Larrimore President and Chief Executive Officer United Stationers Inc. (847) 699-5000 FOR IMMEDIATE RELEASE UNITED STATIONERS PROVIDES THIRD QUARTER GUIDANCE; ANNOUNCES RESTRUCTURING PLAN AND CHANGE IN CFO POSITION DES PLAINES, Ill., Oct. 3, 2001 -- United Stationers Inc. (NASDAQ: USTR) today reported preliminary sales and earnings for the three months ended September 30, 2001. The company also announced that its board of directors has approved a restructuring plan. In addition, Kathleen S. Dvorak has been named senior vice president and chief financial officer, replacing Timothy J. Feeheley. PRELIMINARY THIRD QUARTER RESULTS Preliminary sales for the third quarter ended September 30, 2001, are expected to be in the range of $950 million to $960 million, compared with $1.0 billion in the third quarter of 2000. The lower sales results reflect weakness in the economy, the impact of the tragic events of September 11th which created additional uncertainty about future economic growth, and the sale of Positive ID (the company's bar code scanning equipment division) in July 2001. This decline affected all business lines in all geographic regions. The company will record a pre-tax restructuring charge of approximately $52 million in the third quarter ended September 30, 2001. There will be two components to the charge: a $34 million cash charge and an $18 million non-cash charge. As a result, United Stationers now plans to report a loss per share for the third quarter in the range of $0.26 to $0.29. Excluding the restructuring charge of approximately $0.92 per share, earnings per share are expected to be in the range of $0.63 to $0.66, compared with $0.76 in the third quarter of 2000. The third quarter of 2001 will include severance expense of approximately $3.1 million, or $0.05 per share, that is not directly related to the restructuring and an estimated loss before interest and taxes related to THE ORDER PEOPLE of approximately $4 million, or $0.07 per share, compared with the $5.6 million loss from the second quarter of 2001. For the three months ending December 31, 2001, the loss before interest and taxes related to THE ORDER PEOPLE is expected to be approximately $3 million. -more- United Stationers Provides Third Quarter Guidance Announces Restructuring Plan and Change in CFO Position Page two of four RESTRUCTURING PLAN The restructuring plan was approved by the board of directors late in the third quarter. This plan includes reducing THE ORDER PEOPLE'S expense base, as well as a company-wide restructuring, including a workforce reduction, facility rationalization and systems integration. Beginning in 2003, the plan is expected to produce ongoing pre-tax cost savings of approximately $40 million annually with additional benefits in subsequent years and a 300 basis point improvement in return on invested capital. In addition to the third quarter charge, the company estimates that the cost of implementing the restructuring plan (primarily charges related to relocating inventory and accelerating depreciation of certain capital assets) will be approximately $6.7 million, of which about $1.6 million will be recorded in the fourth quarter ending December 31, 2001. The balance of the charges will be incurred as the restructuring plan rolls out. "As part of its restructuring plan, the company will be eliminating layers of management and creating an organizational structure that will push decision-making even closer to the customer," said Randall W. Larrimore, president and chief executive officer. "In addition, United Stationers has initiated a search for a chief operating officer who will drive synergies across business units, lead our growth initiatives, and champion our continuing focus on customer service." "We are working diligently to further align our costs with current business conditions. With the sales downturn resulting from the current macroeconomic conditions and uncertainty concerning the exact timing as to when we will realize savings from the restructuring plan, it is difficult for us to provide guidance on the fourth quarter. However, our aggressive restructuring efforts will position United Stationers for solid earnings growth in 2002 and beyond. While we are working to strengthen our competitive position, increase efficiencies, and improve return on invested capital, we are committed to maintaining the highest levels of customer service," continued Larrimore. DVORAK NAMED CFO "With regret I accepted the resignation of Tim Feeheley, our recently appointed chief financial officer and chairman of Lagasse," Larrimore added. "After holding these positions for a short time, Tim realized he preferred the operational to the financial side of the business, and will be leaving United Stationers to pursue other opportunities. He has our thanks for his contributions and our best wishes. We continue to have strong leadership at Lagasse, our fastest growing operation, under its current president, Steve Schultz." "We are fortunate to be able to promote Kathy Dvorak to senior vice president and chief financial officer," Larrimore continued. "Her background in finance, experience in communicating with investors and financial institutions, and 19 years at United Stationers give Kathy the depth and breadth of experience and continuity we need in this position." -more- United Stationers Provides Third Quarter Guidance; Announces Restructuring Plan and Change in CFO Position Page three of four Dvorak, 45, has been senior vice president, investor relations and financial administration, and assistant secretary since 2000. In this capacity, she served as United Stationers' liaison with the financial community and was responsible for various financial functions. For the three years prior to this, Dvorak was vice president, investor relations, and assistant secretary. She has held a number of financial posts since joining the company in 1982. Dvorak received her B.A. from Northern Illinois University and her M.B.A. from DePaul University. Dvorak, her husband and two children, live in a western Chicago suburb. SHARE REPURCHASE The board of directors has reinstated a previously authorized share repurchase program of up to $50 million of the company's common stock. The company has used approximately $26 million of the funds available under the authorization. Purchases will be made from time-to-time in the open market or in privately negotiated transactions. The company currently has 33.9 million shares outstanding. "We continuously evaluate the best use of our capital," Larrimore said. "Given the company's strong free cash flow, we believe our stock is an extremely attractive investment." PRE-RECORDED MESSAGE A pre-recorded message commenting on today's release will be available on Thursday, October 4 at 8:00 a.m. CDT through midnight on Monday, October 8. To listen to the message, United States/Canada participants should dial (800) 642-1687 and International/local participants can call (706) 645-9291. The Conference ID number is 1996986. THIRD QUARTER CONFERENCE CALL United Stationers will report its financial results for the third quarter ended September 30, 2001 on Monday, October 29. This will be followed by a conference call with a question and answer session on Tuesday, October 30 at 9:00 a.m. CST to provide further details of its restructuring plan and to discuss third quarter performance. To listen to the conference call, visit the investor relations section of the company's Website at WWW.UNITEDSTATIONERS.COM at least 15 minutes before the call, and follow the instructions provided to ensure that the necessary audio application is downloaded and installed. This program is provided at no charge to the user. In addition, interested parties can access an archived version of the call, which also will be located on the investor relations section of United Stationers' Website, about two hours after the call ends and for the following week. -more- United Stationers Provides Third Quarter Guidance; Announces Restructuring Plan and Change in CFO Position Page four of four FORWARD-LOOKING STATEMENTS With the exception of statements about historical matters, the information presented in this news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are not guarantees of future performance or events, and they involve a number of risks, uncertainties and assumptions. These include, but are not limited to, uncertainties related to the restructuring plan, the company's ability to realize the expected cost savings and the timing of those savings related to facility closures and other restructuring initiatives, and the company's ability to streamline its organization and operations, implement its cost-cutting initiatives, quickly reduce expenses associated with THE ORDER PEOPLE, operate in a highly competitive environment, rely on key management personnel, anticipate changes in end-users' traditional demands for business products, and rely on certain key suppliers and the fluctuations in their pricing and respond to economic conditions. A description of these and other factors that could affect the company's business are included in certain of United's filings with the Securities and Exchange Commission. COMPANY OVERVIEW United Stationers Inc., with trailing 12 months sales of $4.0 billion, is North America's largest distributor of business products and a provider of marketing and logistics services to resellers. Its integrated computer-based distribution system makes more than 40,000 items available to 20,000 resellers. United is able to ship products within 24 hours of order placement because of its 38 United Stationers Supply Co. regional distribution centers, 25 Lagasse distribution centers that serve the janitorial and sanitation industry, six Azerty distribution centers that serve computer supply resellers, two distribution centers that serve the Canadian marketplace and a distribution center primarily serving clients of THE ORDER PEOPLE. Its focus on fulfillment excellence has given the company a 98% order fill rate, a 99.5% order accuracy rate, and a 99% on-time delivery rate. For more information, visit WWW.UNITEDSTATIONERS.COM. The company's common stock trades on the Nasdaq National Market System under the symbol USTR and is included in the S&P SmallCap 600 Index. -##-